SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 FORM 10-KSB Mark One [X]          ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(D) OF THE SECURITIES
                EXCHANGE OF 1934 FOR THE FISCAL YEAR ENDED: December 31, 2002 OR [ ]            TRANSITION REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
                EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO N/A 2THEMAX.COM, INC.(EXACT NAME OF SMALL BUSINESS ISSUER AS SPECIFIED IN ITS
CHARTER) NEVADA
88-0458906STATE OF INCORPORATION
(I.R.S. EMPLOYER IDENTIFICATION NUMBER)
 6767 West Tropicana Avenue, Suite 203
Las Vegas, Nevada 89103
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES INCLUDING (ZIP CODE) (702) 595-6201
Registrant's telephone number, including area code Securities registered pursuant to Section 12(b) of the Act:  NONE Securities registered pursuant to Section 12(g) of the Act:  NONE Indicate by check mark whether the Registration (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that
the Registrant was required to files such reports), and (2) has been subject to such filing requirements for the past 90 days. (1)
X YES as to filing; (2) X Yes as to requirement. As of December 31, 2002, and extended to the filing date of this Report, the aggregate
value of the voting stock held by non-affiliates of the Registrant, computed by reference to the average of the bid and ask price
on such date was $0.00 as the Registrant has no current trading market. As of December 31, 2002, and currently, the Registrant has outstanding approximately
1,500,000 shares of common stock ($.001 par value).  An index of the documents incorporated herein by reference and/or annexed as exhibits to
the signed originals of this report appear on page 14.  TABLE OF CONTENTS TO ANNUAL REPORT ON FORM 10-KSB YEAR ENDED DECEMBER 31, 2002 PART I Page(s)Item 1.
Description of Business
3Item 2.
Description of Property
3Item 3.
Legal Proceedings
3Item 4.
Submission of matters to a Vote of Security Holders
3
  PART II  Item 5.
Market for Registrant's Common Equity & Related Stockholders' Matters
3Item 6.
Management's Discussion & Analysis of Financial Condition & Results of
Operations
4Item 7.
Financial Statements
5Item 8.
Changes in and Disagreements with Accountants on Accounting & Financial
Disclosure
6
 PART III Item 9.
Directors & Executive Officers, Promoters & Control Persons, Compliance with
Section 16 (a) of the Exchange Act
6Item 10.
Executive Compensation
6Item 11.
Security Ownership of Certain Beneficial Owners & Management
6Item 12.
Certain Relationships & Related Transactions
6Item 13.
Exhibits & Reports on Form 8-K
7
  PART I. ITEM
1.                  DESCRIPTION OF
BUSINESS A.            GENERAL 2TheMax.Com, Inc. (the "Company") is a Nevada corporation formed on April 20, 2000. Its
principal place of business is located at 6767 West Tropicana Avenue, Suite 203, Las Vegas, Nevada 89103.  The Company was
organized to engage in any lawful corporate business, including but not limited to, participating in mergers with and acquisitions
of other companies.  The Company has been in the developmental stage since inception and has no operating history other than
organizational matters. Business of Issuer The primary activity of the Company currently involves seeking a company or companies that
it can acquire or with whom it can merge.  The Company has not selected any company as an acquisition target or merger partner
and does not intend to limit potential candidates to any particular field or industry, but does retain the right to limit
candidates, if it so chooses, to a particular field or industry.  The Company's plans are in the conceptual stage
only. EMPLOYEES The Company's only employee at the present time are its officers and directors, who will
devote as much time as the Board of Directors determine is necessary to carry out the affairs of the Company. ITEM
2.                  DESCRIPTION OF
PROPERTIES The Company has no significant assets, property, or operating capital. ITEM
3.                  LEGAL
PROCEEDINGS The Company is not a party to, nor are its properties the subject of, any pending legal
proceedings and no such proceedings are known to the Company to be threatened or contemplated by or against it. ITEM
4.                  SUBMISSION OF MATTERS TO A
VOTE OF SECURITY HOLDERS No matter was submitted to a vote of the security holders during the 4th quarter of the
fiscal year covered by this report.  A notice of the completed reorganization, as described above, was mailed to all
shareholders of record. PART II ITEM
5.                  MARKET FOR REGISTRANT'S
COMMON EQUITY & RELATED STOCKHOLDER
                               
MATTERS Market Information To the knowledge of current management, there is no public trading market for the
Company's common stock. Holders At December 31, 2002, there was approximately one (1) holder of record of the Company's
common stock.  As of December 31, 2002, there were approximately 1,500,000 shares outstanding. Dividends The Company has not declared any cash dividends within the past two years on its common
stock. The Company does not anticipate or contemplate paying dividends in the foreseeable future.  It is the present intention
of management to utilize available funds, if any, for the development of the Company's business. ITEM
6.                  MANAGEMENT'S 
DISCUSSION & ANALYSIS OF FINANCIAL  CONDITION &
                               
RESULTS OF OPERATIONS Plan of Operation The Company's plan is to seek, investigate, and if such investigation warrants, acquire an
interest in one or more business opportunities presented to it by persons or firms desiring the perceived advantages of a publicly
held corporation.  At this time, the Company has no plan, proposal, agreement, understanding, or arrangement to acquire or
merge with any specific business or company, and the Company has not identified any specific business or company for investigation
and evaluation.  No member of Management or any promoter of the Company, or an affiliate of either, has had any material
discussions with any other company with respect to any acquisition of that company.  The Company will not restrict its search
to any specific business, industry, or geographical location, and may participate in business ventures of virtually any kind or
nature.  Discussion of the proposed business under this caption and throughout this Financial Statement is purposefully
general and is not meant to restrict the Company's virtually unlimited discretion to search for and enter into a business
combination. Forward-Looking Statements This statement includes projections of future results and "forward-looking statements" as
that term is defined in Section 27A of the Securities Act of 1933 as amended (the "Securities Act"), and Section 21E of the
Securities Exchange Act of 1934 as amended (the "Exchange Act"). All statements that are included in this Financial Statement,
other than statements of historical fact, are forward-looking statements.  Although Management believes that the expectations
reflected in these forward-looking statements are reasonable, it can give no assurance that such expectations will prove to have
been correct.  Important factors that could cause actual results to differ materially from the expectations are disclosed in
this Statement, including, without limitation, in conjunction with those forward-looking statements contained in this
Statement. ITEM 7.  FINANCIAL STATEMENTS  2THEMAX.COM, INC. (A DEVELOPMENT STAGE COMPANY) FINANCIAL STATEMENTS DECEMBER 31, 2002 AND DECEMBER 31, 2001    TABLE OF CONTENTS Page NumberINDEPENDENT ACCOUNTANT'S REPORT
1FINANCIAL STATEMENTBalance Sheets
2Statements of Operations and Deficit Accumulated
During
      the Development Stage
3Statement of Changes in Stockholders' Equity
4Statements of Cash Flows
5Notes to the Financial Statements
6-7
   David E.
Coffey,                    
6767 West Tropicana Avenue, Suite 216, Las Vegas, Nevada 89103Certified Public
Accountant                            Phone (702) 871-3979 FAX (702) 871-6769  INDEPENDENT ACCOUNTANT'S REPORT To the Board of Directors and Stockholders
of 2TheMax.Com, Inc.
Las Vegas, Nevada I have audited the accompanying balance sheets of 2TheMax.Com, Inc. (a development stage
company) as of December 31, 2002 and December 31, 2001 and the related statements of operations, cash flows, and changes in
stockholders' equity for the periods then ended, as well as the cumulative period from April 20, 2000 (date of inception) to
December 31, 2002.   These statements are the responsibility of 2TheMax.Com, Inc.'s management.  My responsibility
is to express an opinion on these financial statements based on my audit. I conducted my audit in
accordance with generally accepted auditing standards in the USA.  Those
standards require that I plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An
audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  I believe that my audit provides a reasonable
basis for my opinion. In my opinion, the accompanying financial statements present fairly, in all material
respects, the financial position of 2TheMax.Com, Inc. as of December 31, 2002 and December 31, 2001 and the results of operations,
cash flows, and changes in stockholders' equity for the periods then ended, as well as the cumulative period from April 20, 2000,
in conformity with generally accepted accounting principles in the USA. The accompanying financial statements have been prepared assuming that the Company will
continue is a going concern.  The Company has not generated revenues from operations which raises substantial doubt about its
ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the
outcome of this uncertainty. David E. Coffey, C. P. A.
Las Vegas, Nevada
August 22, 2003 -1- 2THEMAX.COM, INC.
(A DEVELOPMENT STAGE COMPANY)BALANCE SHEETS December 31, 2002
December 31, 2001ASSETSCash
$            0
$              0Total Assets
$            0
 =======
$              0
 ========LIABILITIES & STOCKHOLDERS' EQUITYLoan from stockholders
$400
$             0Total Liabilities
400
0Stockholders' EquityCommon stock, authorized 25,000,000
shares at $.001
       par value, issued and outstanding 1,500,000 shares
1,500

1,500Additional paid-in capital
2,550
2,550Deficit accumulated during the
development stage
(4,450)

(4,050)Total Stockholders' Equity
(400)

0Total Liabilities and
Stockholders' Equity
$          0
 =======

$     0
=======
   The accompanying notes are an integral part of
these financial statements  -2-  2THEMAX.COM, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENTS OF OPERATIONS AND DEFICIT
ACCUMULATED DURING THE DEVELOPMENT STAGE
( With Cumulative Figures From Inception )   Year ending December 31,2002
 --------------

2001
 ------------

From Inception
 April 20, 200 to
 Dec. 31, 2002
 -----------------Income


$
0
$
0
$
0ExpensesGeneral and administrative expenses

400

2,050

4,450Total expenses



400

2,050

4,450Net loss




(400)

(2,050)
$
(4,450)
 =======Retained earnings, beginning of period

(4,050)

(2,000)Deficit accumulated during the development stage
$
(4,450)
 =======
$
(4,050)
 =======Earnings ( loss ) per share, assuming dilution:
 Net loss
$
0.00
 =======
$
0.00
 =======
$
0.00
 =======Weighted average shares outstanding

1,500,000
 =======

1,500,000
 =======

1,500,000
 =======
    The accompanying notes are an integral part of
 these financial statements. -3-  2THEMAX.COM, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
FROM APRIL 20, 2000 ( Date of Inception ) TO DECEMBER 31, 2002 Common Stock

Additional
 Paid-in
 Capital
 -----------

Deficit
 accumulated
 during the
 development
 stage
 ---------------

Total

-----------Shares
 -----------

Amount
 -----------Balance, April 0, 2000


0
$
0
$
0
$
0
$
0Issuance of common stock for services,
 April 20, 20001,500,000

1,500

0

0

1,500Contribution of additional capital

0

0

500

0

500Less net loss



0

0

0

(2,000)

(2,000)Balance, December 31, 2000

1,500,000

1,500

500

(2,000

0Contribution of additional capital,
 Less net loss


0

0

2,050

0

2,0500

0

0

(2,050)

(2,050)Balance, December 31, 2001

1,500,000

1,500

2,550

(4,050)

0Less net loss



0

0

0

(400)

(400)Balance, December 31, 2002

1,500,000
 ========
$
1,500
 =======
$
2,550
 =======
$
(4,450)
 ========
$
(400)
 =========
    The accompanying notes are an integral part of
these financial statements -4-  2THEMAX.COM, INC.
( A DEVELOPMENT STAGE COMPANY )
STATEMENTS OF CASH FLOWS
( With Cumulative Figures From Inception ) Year ending December 31,

From Inception,
 April 20, 2000, to
 Dec. 31, 2002
 ----------------------2002
 -----------------------

2001
 -----------------------CASH FLOWS PROVIDED BY
 OPERATING ACTIVITIESNet Income (Loss)


$
(400)
$
(2,050
$
(4,450)Adjustments to reconcile net loss to
    cash used by operating activity
    Issuance of stock for services0

0

1,500Loans from stockholders

400

0

400NET CASH PROVIDED BY
         OPERATING ACTIVITIES0

(2,050)

(2,550)CASH FLOWS USED BY
 INVESTING ACTIVITIES0

0

0NET CASH USED BY
         INVESTING ACTIVITIES0

0

0CASH FLOWS FROM FINANCING
 ACTIVITIESContributed capital

0

2,050

2,550NET CASH PROVIDED
BY

FINANCING
ACTIVITIES0

2,050

2,550NET INCREASE IN
CASH

0

0
$
0
   =======CASH AT BEGINNING OF PERIOD

0

0CASH AT END OF
PERIOD
$
0
 =======
$
0
 =======
 SUPPLEMENTAL INFORMATION: The Balance Sheet shows $1,500 Common stock, which represents the issue of stock at par value for services.  The accompanying notes are an integral part of
these financial statements. -5-  2THEMAX.COM, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001  NOTE A SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated on April 20, 2000, under the laws of the State of
Nevada.  The business purpose of the Company is to seek merger opportunities with other Companies. The Company will adopt accounting policies and procedures based upon the nature of future
transactions. NOTE
B                 EARNINGS (LOSS) PER
SHARE Basic EPS is determined using net income divided by the weighted average shares
outstanding during the period.  Diluted EPS is computed by dividing net income by the weighted average shares outstanding,
assuming all dilutive potential common shares were issued.  Since the Company has no common shares that re potentially
issuable, such as stock options, convertible securities or warrants, basic and diluted EPS are the same. NOTE
C                 ISSUE OF COMMON COMMON STOCK FOR
SERVICES On April 20, 2000 the Company issued 1,500,000 shares of its common stock at $.001 per
share for $1,500.  The sole shareholder provided general and administrative services in organizing the Company. All of the above shares were issued pursuant to an exemption from registration
requirements under Section 4(2) of the Securities Act. NOTE D                 ADDITIONAL CONTRIBUTED CAPITAL During 2000 the sole stockholder
contributed $500 for working capital. During 2001 the sole stockholder
contributed $2,050 of additional capital to the company to meet its working
capital needs. NOTE
E                  LOANS FROM
STOCKHOLDERS During the first
quarter of 2002 the sole stockholder loaned the Company $400, without collateral
and payable on demand with no interest, to meet its working needs.  - 6 -  2THEMAX.COM, INC.
( A DEVELOPMENT STAGE COMPANY )
NOTES TO THE FINANCIAL STATEMENTS
DECEMBER 31, 2002 AND DECEMBER 31, 2001
(Continued)  NOTE
F                  RESCISSION OF COMMON STOCK
ISSUANCE The Company's financial statements are prepared using generally accepted accounting
principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal
course of business.  However, the Company has not generated any revenues from its planned principal operations through
December 31, 2002.  Without realization of additional capital, it would be unlikely for the Company to continue as a going
concern.            -7-  ITEM
8.                  CHANGES IN &
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING &
                               
FINANCIAL DISCLOSURE Accounting firm of Merdinger, Fruchter, Rosen and Corso, PC was replaced by David E.
Coffey, Certified Public Accountant, as filed by Form 8K on September 17, 2003, accession number 0001117768-03-000085. PART III ITEM
9.                  DIRECTORS, EXECUTIVE
OFFICERS, PROMOTERS & CONTROL PERSONS,
                               
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT The Directors and Officers of the Company are as follows: Name                                                     
Age                       
Positions and Offices Held Catherine S.
Ratelle                             
47                           
President, Secretary, Treasurer and Director Set forth below are the names of all Directors and Executive Officers of the Company, all
positions and offices with the Company held by each such person, the period during which he has served as such, and the business
experience of such persons during at least the last five years: Involvement in Certain Legal Proceedings None of the director/officers have been involved in any material legal proceedings which
occurred within the last five years of any type as described in Regulation S-K. Compliance With Section 16(a) of the Exchange Act The Company does not have a class of equity securities registered pursuant to Section 12
of the Exchange Act.  As a result, no reports are required to be filed pursuant to Section 16(a). ITEM
10.                EXECUTIVE COMPENSATION During the last fiscal year, the Company's officer and director did not receive any
salary, wage or other compensation.  During the current fiscal year the Company has no present plans or means to pay
compensation to its officers and directors. ITEM
11.                SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS & MANAGEMENT The following table sets forth each person known to 2TheMax.Com as of December 31, 2002,
to be a beneficial owner of five percent (5%) or more of 2TheMax.Com's common stock, by 2TheMax.Com's director individually, and by
the 2TheMax.Com director and executive officer.  Each person has sole voting and investment power with respect to the shares
shown. SECURITY OWNERSHIP OF BENEFICIAL OWNER Title of Class
Name of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of ClassCommon
Catherine S. Ratelle
1,500,000
100%
 SECURITY OWNERSHIP OF MANAGEMENT Title of Class
Name of Beneficial Owner
Amount and Nature of Beneficial Owner
Percent of ClassCommon
Catherine S. Ratelle
1,500,000
100%
 ITEM
12.                CERTAIN RELATIONSHIPS & RELATED
TRANSACTIONS None. ITEM
13.                EXHIBITS AND REPORTS ON FROM
8-K (a)           EXHIBITS. EXHIBIT NUMBER
DESCRIPTION
LOCATION3.1
Articles of Incorporation
Incorporated by reference to 3.1 to the Registrant's Form 10-SB Registration3.2
Bylaws
Incorporated by reference to 3.2 to the Registrant's Form 10-SB Registration
 (b)           REPORTS ON FORM 8-K. 
No reports on Form 8-K were filed during the year ending December 31, 2002. SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunder duly
authorized. 2THEMAX.COM, INC.Dated:  September 17, 2003
By: /s/    Catherine S. Ratelle                 Catherine S. Ratelle,
President
 I, Catherine S. Ratelle, certify that: 1.             I have reviewed
this annual report on Form 10K-SB of 2TheMax.Com, Inc; 2.             Based on my
knowledge, this annual report does not contain any untrue statement of material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the
period covered by this annual report; 3.             Based on my
knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in
this annual report; 4.             The
registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have: a)             designed such
disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated
subsidiaries, is made known to us by others within those entities, particularly during the period in which this annual report is
being prepared; b)            evaluated the
effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this
annual report (the "Evaluation Date"); and c)             presented in
this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of
the Evaluation Date; 5.             The
registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and
the audit committee of the registrant's board of directors (or person performing the equivalent functions): a)             all significant
deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record,
process, summarize and report financial date and have identified for the registrant's auditors any material weaknesses in internal
controls; and b)            any fraud, whether or
not material, that involves management or other employees who have a significant role in the registrant's internal controls;
and 6.             The
registrant's other certifying officers and I have indicated in this annual report whether or not there are significant changes in
internal controls or other factors that could significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated:  September 17, 2003
By: /s/    Catherine S. Ratelle                 Catherine S. Ratelle,
President Statement of Chief Executive Officer  RegardingFacts and Circumstances Relating to Exchange Act Filings I, Catherine S. Ratelle, state and certify as follows: The financial statements filed with the report on Form 10-KSB for the period ended
December 31, 2002 fully comply with the requirements of Sections 13(a) and 15(d) of the Securities Exchange Act of 1934 and that
the information contained in said periodic report fairly presents, in all material respects, the financial condition and results of
operations of 2TheMax.Com, Inc. This Statement is submitted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Dated:  September 17, 2003
By: /s/    Catherine S. Ratelle                 Catherine S. Ratelle,
President